8-K 1 a78608e8-k.txt 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 -------------- FORM 8-K -------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 24, 2002 -------------- DGLV INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------- DELAWARE 1-14831 95-4584080 (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.) 13160 MINDANAO WAY, SUITE 350 MARINA DEL REY, CA 90292 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (310) 577-0200 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report.) ================================================================================ ITEM 5. OTHER EVENTS. On January 24, 2002, DGLV Inc. (formerly Digital Lava Inc.) issued a press release announcing that it had established a final record date of January 30, 2002 (the "Final Record Date"). As of the close of business on such date, all trading of its common stock will cease and DGLV will close its stock transfer books and discontinue recording transfers of shares of its common stock. DGLV will make liquidating distributions, if any, only to stockholders of record as of the Final Record Date. In addition, at the close of business on January 30, 2002, DGLV will file a Certificate of Dissolution with the Secretary of State of the State of Delaware. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press release dated January 24, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DGLV INC. Date: January 24, 2002 By: /s/ BENNET LIENTZ, JR. ------------------------------- Bennet Lientz, Jr. Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

November 29, 2001

DIGITAL LAVA INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	1-14831 (Commission File Number)	95-4584080 (I.R.S. Employer Identification No.)
13160 Mindanao Way, Suite 350
Marina Del Rey, CA		90292
(Address of Principal Executive Offices)		(Zip Code)

(310) 577-0200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

TABLE OF CONTENTS

	ITEM 5. Other Events.
	ITEM 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT 99.1

ITEM 5. Other Events.

On November 29, 2001, Digital Lava issued a press release announcing that it requested to be delisted from the Nasdaq Small Cap Market as of the close of business on December 3, 2001. After that time, trading in Digital Lava’s stock will be conducted in the over-the-counter market on the NASD’s “Electronic Bulletin Board,” pending a determination by the Board of Directors to close Digital Lava’s stock transfer books and cease trading of its stock in furtherance of the plan of liquidation and dissolution approved by the company’s stockholders on October 30, 2001.

ITEM 7. Financial Statements and Exhibits.

99.1 Press release dated November 29, 2001.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIGITAL LAVA INC.
Date: November 29, 2001	By:	/s/ BENNET LIENTZ, JR.
		Bennet Lientz, Jr. Chief Financial Officer

Table of Contents

Table of Contents

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